Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c) hereof) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 4 contracts
Samples: Indemnity Agreement (Maxwell Technologies Inc), Indemnity Agreement (Maxwell Technologies Inc), Indemnity Agreement (Atx Group Inc)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding proceeding effected without the Company’s prior 's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c7(b) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 2 contracts
Samples: Indemnity Agreement (Tetra Tech Inc), Indemnity Agreement (Water Pik Technologies Inc)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company Corporation shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected without the Company’s prior Corporation's written consent. Neither the Company Corporation nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company Corporation may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company Corporation determines in good faith (pursuant to Section 3(c6(b) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 1 contract
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding proceeding effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c7(c) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 1 contract
Samples: Indemnity Agreement (HyperSpace Communications, Inc.)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding proceeding effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c8(b) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 1 contract
Samples: Indemnity Agreement (Davita Inc)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding proceeding effected without the Company’s prior 's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c7(c) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 1 contract
Samples: Indemnity Agreement (Netlist Inc)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding proceeding effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c7(b) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 1 contract
Samples: Indemnity Agreement (Davita Inc)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c7(b) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.
Appears in 1 contract
Samples: Indemnity Agreement (Viewsonic Corp)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding proceeding effected without the Company’s prior 's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company determines in good faith (pursuant to Section 3(c7(b) hereofabove) that the Indemnitee is not or ultimately will not be entitled to indemnification hereunder.. (e)
Appears in 1 contract
Samples: Indemnity Agreement (Brylane Inc)